EXHIBIT 3ii



                             BY-LAWS

                                of

                    FIRST KEYSTONE CORPORATION


                            Article 1

                        CORPORATION OFFICE


     Section 1.1   The Corporation shall have and continuously
maintain in Pennsylvania a registered office which may, but need
not, be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.

     Section 1.2   The Corporation may also have offices at such
other places as the Board of Directors may from time to time
designate or the business of the Corporation may require.


                            Article 2

                      SHAREHOLDERS MEETINGS


     Section 2.1   All meetings of the shareholders shall be held
at such time and place as may be fixed from time to time by the
Board of Directors.

     Section 2.2   The annual meeting of the shareholders shall
be held on the third Tuesday in March in each year if not a legal
holiday, and if a legal holiday, then on the next full business
day, when they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.

     Section 2.3   Special meetings of the shareholders may be
called at any time by the Chairman of the Board, the President,
the Executive Vice President, if any, a majority of the Board of
Directors or of its Executive Committee or by shareholders
entitled to cast at least one fourth of the votes which all
shareholders are entitled to cast at the particular meeting.  If
such request is addressed to the Secretary, it shall be signed by
the persons making the same and shall state the purpose or
purposes of the proposed meeting.  Upon receipt of any such
request, the person or persons making the request may issue the
call.

     Section 2.4   Written notice of all meetings other than
adjourned meetings of shareholders, stating the place, data and
hour, and, in case of special meetings of shareholders, the
purpose thereof, shall be served upon, or mailed, postage
prepaid, or telegraphed, charges prepaid, at least ten days
before such


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meeting, unless a greater period of notice is required by statute
or by these By laws, to each shareholder entitled to vote thereat
at such address as appears on the transfer books of the Company.


                            Article 3

                      QUORUM OF SHAREHOLDERS


     Section 3.1   The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast on the particular
matter shall constitute a quorum for purposes of considering such
matter, and unless otherwise provided by statute the acts of such
shareholders at a duly organized meeting shall be the acts of the
shareholders.  If, however, any meeting of shareholders cannot be
organized because of lack of a quorum, those present, in person
or by proxy, shall have the power, except as otherwise provided
by statute, to adjourn the meeting to such time and place as they
may determine, without notice other than an announcement at the
meeting, until the requisite number of shareholders for a quorum
shall be present, in person or by proxy, except that in the case
of any meeting called for the election of directors such meeting
may be adjourned only for periods not exceeding 15 days as the
holders of a majority of the shares present, in person or by
proxy, shall direct, and those who attend the second of such
adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing
directors.  At any adjourned meeting at which a quorum shall be
present or so represented, any business may be transacted which
might have been transacted at the original meeting if a quorum
had been present.  The shareholders present, in person or by
proxy, at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.


                            Article 4

                          VOTING RIGHTS


     Section 4.1   Except as may be otherwise provided by statute
or by the Articles of Incorporation, at every shareholders
meeting, every shareholder entitled to vote thereat shall have
the right to one vote for every share having voting power
standing in his name on the books of the Corporation on the
record date fixed for the meeting.  No share shall be voted at
any meeting if any installment is due and unpaid thereon.

     Section 4.2   When a quorum is present at any meeting the
voice vote of the holders of a majority of the stock having
voting power, present, in person or by proxy, shall decide any
question brought before such meeting except as provided
differently by statute or by the Articles of Incorporation.

     Section 4.3   Upon demand made by a shareholder entitled to
vote at any election for directors before the voting begins, the
election shall be by ballot.


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                            Article 5

                             PROXIES


     Section 5.1   Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy.  Every proxy
shall be executed in writing by the shareholder or his duly
authorized attorney in fact an filed with the Secretary of the
Corporation.  A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until notice thereof has been given
to the Secretary of the Corporation.  No unrevoked proxy shall be
valid after 11 months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall
a proxy, unless coupled with an interest, be voted after three
years from the date of its execution.  A proxy shall not be
revoked by the death or incapacity of the maker, unless before
the vote is counted or the authority is exercised, written notice
of such death or incapacity is given to the Secretary of the
Corporation.


                            Article 6

                           RECORD DATE


     Section 6.1   The Board of Directors may fix a time, not
more than 45 days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any dividend
or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be
made or go into effect, as a record date for the determination of
the shareholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or
exchange of shares.  In such case, only such shareholders as
shall be shareholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting or to receive
payment of such dividend or to receive such allotment of rights
or to exercise such rights, as the case may be, notwithstanding
any transfer of any shares of the books of the Corporation after
any record date fixed as aforesaid.  The Board of Directors may
close the books of the Corporation against transfers of shares
during the whole or any part of such period, and in such case
written or printed notice thereof shall be mailed at least ten
days before the closing thereof to each shareholder of record at
the address appearing on the records of the Corporation or
supplied by him to the Corporation for the purpose of notice.
While the stock transfer books of the Corporation are closed, no
transfer of shares shall be made thereon.  If no record date is
fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, and vote at, a
shareholders meeting, transferees of shares which are transferred
on the books of the Corporation within ten days next preceding
the date of such meeting shall not be entitled to notice of or to
vote at such meeting.


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                            Article 7

                           VOTING LISTS


     Section 7.1   The officer or agent having charge of the
transfer books for shares of the Corporation shall make, at least
five days before each meeting of shareholders, a complete
alphabetical list of the shareholders entitled to vote at the
meeting, with their addresses and the number of shares held by
each, which list shall be kept on file at the registered offices
or principal place of business of the Corporation and shall be
subject to inspection by any shareholder during the entire
meeting.  The original transfer books for shares of the
Corporation, or a duplicate thereof kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders
entitled to exercise the rights of a shareholder.


                            Article 8

                        JUDGES OF ELECTION


     Section 8.1   In advance of any meeting of shareholders, the
Board of Directors may appoint judges of election, who need not
be shareholders, to act at such meeting or any adjournment
thereof.  If judges of election are not so appointed, the
Chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the
meeting.  The number of judges shall be one or three.  If
appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares present and entitled to vote
shall determine whether one or three judges are to be appointed.
No person who is a candidate for office shall act as a judge.
The judges of election shall do all such acts as may be proper to
conduct the election or vote, and such other duties as may be
prescribed by statute, with fairness to all shareholders, and if
requested by the Chairman of the meeting or any shareholder or
his proxy, shall make a written report of any matter determined
by them and execute a certificate of any fact found by them.  If
there are three judges of election, the decision, act or
certificate of a majority shall be the decision, act or
certificate of all.


                            Article 9

            CONSENT OF SHAREHOLDERS IN LIEU OF MEETING


     Section 9.1   Any action required to be taken at a meeting
of the shareholders, or of a class of shareholders, may be taken
without a meeting, if a consent or consents in writing setting
forth the action so taken shall be signed by all of the
shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the Corporation.


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                            Article 10

                            DIRECTORS


     Section 10.1   Any shareholder who intends to nominate or to
cause to have nominated any candidate for election to the Board
of Directors (other than any candidate proposed by the
Corporation's then existing Board of Directors) shall so notify
the Secretary of the Corporation in writing not less than 45 days
prior to the date of any meeting of shareholders called for the
election of directors.  Such notification shall contain the
following information to the extent known by the notifying
shareholder:

     (a)  The name and address of each proposed nominee;

     (b)  the age of each proposed nominee;

     (c)  the principal occupation of each proposed nominee;

     (d)  the number of shares of the Corporation owned by each
          proposed nominee;

     (e)  the total number of shares that to the knowledge of the
          notifying shareholder will be voted for each proposed
          nominee;

     (f)  the name and residence address of the notifying
          shareholder; and

     (g)  the number of shares of the Corporation owned by the
          notifying shareholder.

     Any nomination for director not made in accordance with this
Section shall be disregarded by the chairman of the meeting, and
votes cast for each such nominee shall be disregarded by the
judges of election.  In the event that the same person is
nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the
nomination shall be honored and all votes cast for such nominee
shall be counted.

     Section 10.2   The number of directors that shall constitute
the whole Board of Directors shall be not less than seven nor
more than twenty five.  The Board of Directors shall be
classified into three classes, each class to be elected for a
term of three years.  The terms of the respective classes shall
expire in successive years as provided in Section 10.3 hereof.
Within the foregoing limits, the Board of Directors may from time
to time fix the number of directors and their respective
classifications.  The Directors shall be natural persons of full
age and need not be residents of Pennsylvania or shareholders of
the Corporation.  No person who is 70 years of age or older
(except for the eleven interim directors of the Corporation)
shall be elected a director.

     Section 10.3   At the 1984 annual meeting of shareholders of
the Corporation, the shareholders shall elect eleven directors as
follows:  four Class A directors to serve until the 1985 annual
meeting of shareholders, four Class B directors to serve until
the 1986 annual meeting of shareholders, and three Class C
directors to serve until the 1987 annual meeting of shareholders.
Each


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class shall be elected in a separate election.  At each annual
meeting of shareholders thereafter, successors to the class of
directors whose term shall then expire shall be elected to hold
office for a term of three years, so that the term of office of
one class of directors shall expire in each year.

     Section 10.4   The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors.
*Amended February 4, 1986.


                            Article 11

                 VACANCIES ON BOARD OF DIRECTORS


     Article 11.1   Vacancies on the Board of Directors,
including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members
of the Board of Directors, though less than a quorum, each person
so appointed shall be a director until the expiration of the term
of office of the class of directors to which he was appointed.


                            Article 12

                   POWERS OF BOARD OF DIRECTORS


     Section 12.1   The business and affairs of the Corporation
shall be managed by its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Articles of
Incorporation or by these By laws directed or required to be
exercised and done by the shareholders.

     Section 12.2   The Board of Directors shall have the power
and authority to appoint an Executive Committee and such other
committees as may be deemed necessary by the Board of Directors
for the efficient operation of the Corporation.  The Executive
Committee shall consist of the Chairman of the Board, if any, the
President and not less than two nor more than three other
directors (which other directors shall not be employees of the
Corporation or any of its subsidiaries).  The Executive Committee
shall meet at such time as may be fixed by the Board of
Directors, or upon call of the Chairman of the Board or the
President.  A majority of members of the Executive Committee
shall constitute a quorum.  The Executive Committee shall have
and exercise the authority of the Board of Directors in the
intervals between the meetings of the Board of Directors as far
as may be permitted by law.


                            Article 13

                MEETINGS OF THE BOARD OF DIRECTORS


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     Section 13.1   An organization meeting may be held
immediately following the annual shareholders meeting without the
necessity of notice to the directors to constitute a legally
convened meeting, or the directors may meet at such time and
place as may be fixed by either a notice or waiver of notice or
consent signed by all of such directors.

     Section 13.2   Regular meetings of the Board of Directors
shall be held not less often than semi annually at a time and
place determined by the Board of Directors at the preceding
meeting.  One or more directors may participate in any meeting of
the Board of Directors, or of any committee thereof, by means of
a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
one another.

     Section 13.3   Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on
one day's notice to each director, either personally or by mail,
telegram or telephone; special meetings shall be called by the
Chairman of the Board or the President in like manner and on like
notice upon the written request of three directors.

     Section 13.4   At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the
directors present at a meeting in person or by conference
telephone or similar communications equipment at which a quorum
is present in person or by such communications equipment shall be
the acts of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of
Incorporation or by these By laws.  If a quorum shall not be
present in person or by communications equipment at any meeting
of the directors, the directors present may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or as permitted herein.


                            Article 14

            INFORMAL ACTION BY THE BOARD OF DIRECTORS


      Section 14.1   If all the directors shall severally or
collectively consent in writing, including but not limited to
telegrams and radiograms, to any action to be taken by the
Corporation, such action shall be as valid a corporation action
as though it had been authorized at a meeting of the Board of
Directors.


                            Article 15

                    COMPENSATION OF DIRECTORS


     Section 15.1   Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for
attendance at regular and special meetings, or any combination of
the foregoing as may be determined from time to time by
resolution of the Board of Directors, and nothing contained
herein shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.


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                            Article 16

                             OFFICERS


     Section 16.1   The officers of the Corporation shall be
elected by the Board of Directors at its organization meeting and
shall be a President, a Secretary and a Treasurer.  At its
option, the Board of Directors may elect a Chairman of the Board.
The Board of Directors may also elect one or more Vice Presidents
and such other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such
authority and perform such duties as may from time to time be
prescribed by the Board of Directors.  Any two or more offices
may be held by the same person.

     Section 16.2   The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

     Section 16.3   The Board of Directors may remove any officer
or agent elected or appointed, at any time and within the period,
if any, for which such person was elected or employed whenever in
the Board of Directors' judgment it is in the best interests of
the Corporation, and all persons shall be elected and employed
subject to the provisions hereof.  If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors.


                            Article 17

                    THE CHAIRMAN OF THE BOARD


     Section 17.1   The Chairman of the Board shall preside at
all meetings of the shareholders and directors.  He shall
supervise the carrying out of the policies adopted or approved by
the Board of Directors.  He shall have general executive powers,
as well as the specific powers conferred by these By laws.  He
shall also have and may

exercise such further powers and duties as from time to time may
be conferred upon or assigned to him by the Board of Directors.


                            Article 18

                          THE PRESIDENT


     Section 18.1   The President shall be the chief executive
officer of the Corporation; shall have general and active
management of the business of the Corporation; shall see that all
orders and resolutions of the Board of Directors are put into
effect, subject, however, to the right of the Board of Directors
to delegate any specific powers, except such as may be by statute
exclusively conferred on the President, to any other officer or
officers of the Corporation; shall execute bonds, mortgages and
other contracts requiring a seal under the seal of the
Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some other officer or


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agent of the Corporation.  In the absence or incapacity of the
Chairman of the Board, the President shall preside at meetings of
the shareholders and the directors.  If there is no Chairman of
the Board, the President shall have and exercise all powers
conferred by these By laws or otherwise on the Chairman of the
Board.


                            Article 19

                        THE VICE PRESIDENT


     Section 19.1   The Vice President or, if more than one, the
Vice Presidents in the order established by the Board of
Directors shall, in the absence or incapacity of the President,
exercise all the powers and perform the duties of the President.
The Vice Presidents, respectively, shall also have such other
authority and perform such other duties as may be provided in
these By laws or as shall be determined by the Board of Directors
or the President.  Any Vice President may, in the discretion of
the Board of Directors, be designated as "executive", "senior",
or by departmental or functional classification.


                            Article 20

                          THE SECRETARY


     Section 20.1   The Secretary shall attend all meetings of
the Board of Directors and of the shareholders and keep accurate
records thereof in one or more minute books kept for that purpose
and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.


                            Article 21

                          THE TREASURER


     Section 21.1   The Treasurer shall have the custody, of the
corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall perform such other duties as may be
assigned to him by the Board of Directors or the President.  He
shall give bond in such sum and with such surety as the Board of
Directors may from time to time direct.


                            Article 22

                        ASSISTANT OFFICERS


     Section 22.1   Each assistant officer shall assist in the
performance of the duties of the officer to whom he is assistant
and shall perform such duties


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in the absence of the officer.  He shall perform such additional
duties as the Board of Directors, the President or the officer to
whom he is assistant may from time to time assign him.  Such
officers may be given such functional titles as the Board of
Directors shall from time to time determine.


                            Article 23

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 23.1   The Corporation shall indemnify any director,
officer and/or employee, or any former director, officer and/or
employee, who was or is a party to, or is threatened to be made a
party to, or who is called to be a witness in connection with,
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that such person is or was a director, officer and/or
employee of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

     Section 23.2   The Corporation shall indemnify any director,
officer and/or employee, who was or is a party to, or is
threatened to be made a party to, or who is called as a witness
in connection with, any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is
or was a director, officer and/or employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of, or serving
as a witness in, such action or suit if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue
or matter as to which such person shall have been adjudged to be
liable for misconduct in the performance of his duty to the
Corporation.

     Section 23.3   Except as may be otherwise ordered by a
court, there shall be a presumption that any director, officer
and/or employee is entitled to indemnification as provided in
Sections 23.1 and 23.2 of this Article unless either a majority
of the directors who are not involved in such proceedings
("disinterested directors") or, if there are less than three
disinterested directors, then the holders of one third of the
outstanding shares of the


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Corporation determine that the person is not entitled to such
presumption by certifying such determination in writing to the
Secretary of the Corporation.  In such event the disinterested
director(s) or, in the event of certification by shareholders,
the Secretary of the Corporation shall request of independent
counsel, who may be the outside general counsel of the
Corporation, a written opinion as to whether or not the parties
involved are entitled to indemnification under Sections 23.1 and
23.2 of this Article.

     Section 23.4   Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under
Section 23.3 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in
this Article.

     Section 23.5   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director, officer and/or employee and as to action
in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer and/or
employee and shall inure to the benefit of the heirs and personal
representatives of such a person.


                            Article 24

                        SHARE CERTIFICATES


     Section 24.1   The share certificates of the Corporation
shall be numbered and registered in a share register as they are
issued; shall bear the name of the registered holder, the number
and class of shares represented thereby, the par value of each
share or a statement that such shares are without par value, as
the case may be; shall be signed by the President or a Vice
President and the Secretary or the Treasurer or any other person
properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or
printed.  Where the certificate is signed by a transfer agent or
a registrar, the signature of any corporate officer on such
certificate may be a facsimile engraved or printed.  In case any
officer who has signed, or whose facsimile signature has been
placed upon, any share certificate shall have ceased to be such
officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at
the date of its issue.


                            Article 25

                        TRANSFER OF SHARES


     Section 25.1   Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate
or by attorney duly appointed in writing and accompanied where
necessary by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the
person entitled thereto and the old certificate cancelled and the
transfer recorded upon the share register of the Corporation.  No
transfer shall be


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made if it would be inconsistent with the provisions of Article 8
of the Pennsylvania Uniform Commercial Code.


                            Article 26

                        LOST CERTIFICATES


     26.1  Where a shareholder of the Corporation alleges the
loss, theft or destruction of one or more certificates for shares
of the Corporation and requests the issuance of a substitute
certificate therefor, the Board of Directors may direct a new
certificate of the same tenor and for the same number of shares
to be issued to such person upon such person's making of an
affidavit in form satisfactory to the Board of Directors setting
forth the facts in connection therewith, provided that prior to
the receipt of such request the Corporation shall not have either
registered a transfer of such certificate or received notice that
such certificate has been acquired by a bona fide purchaser.
When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his heirs or legal representatives, as
the case may be, to advertise the same in such manner as it shall
require and/or give the Corporation a bond in such form and with
surety or sureties, with fixed or open penalty, as shall be
satisfactory to the Board of Directors, as indemnity for any
liability or expense which it may incur by reason of the original
certificate remaining outstanding.


                            Article 27

                            DIVIDENDS


     Section 27.1   The Board of Directors may, from time to
time, at any duly convened regular or special meeting or by
unanimous consent in writing, declare and pay dividends upon the
outstanding shares of capital stock of the Corporation in cash,
property or shares of the Corporation, as long as any dividend
shall not be in violation of law or the Articles of
Incorporation.

     Section 27.2   Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purposes as the Board of Directors shall believe to be
for the best interests of the Corporation, and the Board of
Directors may reduce or abolish any such reserve in the manner in
which it was created.


                            Article 28

                 FINANCIAL REPORT TO SHAREHOLDERS


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     Section 28.1   The President and the Board of Directors
shall present at each annual meeting of the shareholders a full
and complete statement of the business and affairs of the
corporation for the preceding year.


                            Article 29

                           INSTRUMENTS


     Section 29.1   All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or
such other person or persons as the President or the Board of
Directors may from time to time designate.

     Section 29.2   All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and
other instruments and documents may be signed, executed,
acknowledged, verified, delivered or accepted, including those in
connection with the fiduciary powers of the Corporation, on
behalf of the Corporation by the President or other persons as
may be designated by him.


                            Article 30

                           FISCAL YEAR


     Section 30.1   The fiscal year of the Corporation shall be
the calendar year.


                            Article 31

                               SEAL


     Section 31.1   The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Pennsylvania".  Said seal may be
used by causing it or a facsimile thereof to be impressed or
affixed in any manner reproduced.


                            Article 32

                   NOTICES AND WAIVERS THEREOF


     Section 32.1   Whenever, under the provisions of applicable
law or of the Articles of Incorporation or of these By laws,
written notice is required to be given to any person, it may be
given to such person either personally or by sending a copy
thereof through the mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by
him to the Corporation for the purpose of notice.  If the notice
is sent by mail or


                               -13-

<PAGE>

telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with
a telegraph office for transmission to such person.  Such notice
shall specify the place, day and hour of the meeting and, in the
case of a special meeting of shareholders, the general nature of
the business to be transacted.

     Section 32.2   Any written notice required to be given to
any person may be waived in writing signed by the person entitled
to such notice whether before or after the time stated therein.
Attendance of any person entitled to notice, whether in person or
by proxy, at any meeting shall constitute a waiver of notice of
such meeting, except where any person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully

called or convened.  Where written notice is required of any
meeting, the waiver thereof must specify the purpose only if it
is for a special meeting of shareholders.


                            Article 33

                            AMENDMENTS


     Section 33.1   These By laws may be altered, amended or
repealed by the affirmative vote of the holders of a majority of
the outstanding shares of Common Stock at any regular or special
meeting duly convened after notice to the shareholders of that
purpose, or by a majority vote of the members of the Board of
Directors at any regular or special meeting thereof duly convened
after notice to the directors of that purpose, subject always to
the power of the shareholders to change such action of the Board
of Directors by the affirmative vote of the holders of a majority
of the outstanding shares of Common Stock.


Amendment to Section 10.4, approved February 4, 1986:

     Section 10.4   The Board of Directors may declare vacant the
office of a director if he is declared of unsound mind by an
order of court or convicted of felony or for any other proper
cause or if, within thirty days after notice of election, he does
not accept such office either in writing or by attending a
meeting of the Board of Directors.  In addition, whenever a
director of this Corporation who is also an officer, director, or
employee of this Corporation or of any subsidiary of this
Corporation is terminated or resigns, voluntarily or
involuntarily, from such position or positions, then the office
of director that such person holds in this Corporation shall be
deemed to be vacant as of the date of such termination or
resignation; provided, however, that the office of director that
such person holds shall not be deemed vacant in the case of the
normal retirement of such person from one or more of the
aforesaid positions with this Corporation or any subsidiaries of
this Corporation.


                               -14-

<PAGE>


                    FIRST KEYSTONE CORPORATION

                    Secretary's  Certification


     (1)  I hereby certify that I am Secretary of First Keystone
Corporation, a Pennsylvania business corporation located in
Berwick, Commonwealth of Pennsylvania, and that I am presently
serving in this position in accordance with By laws of said
corporation.

     (2)  I hereby further certify that at the Annual Meeting of
Shareholders held on March 17, 1987, the attached Articles #23
and #24 were approved by 76% of the issued and outstanding shares
entitled to vote thereon.

     These Articles #23 and #24 are presently in full force and
effect and have not been modified or rescinded as of this date.

     IN WITNESS WHEREOF, I have hereunto set my hand and Seal of
the Corporation on this 26th day of March, 1987.



                               /s/ Arthur E. Arndt, Jr.
                               Arthur E. Arndt, Jr.
                               Secretary

Seal of Corporation

<PAGE>

                    FIRST KEYSTONE CORPORATION


                    Resolution adopted by the
                        Board of Directors
                       on February 3, 1987



     RESOLVED, that the Board of Directors of this Corporation
takes notice of and concludes:  (1) that it is becoming more
difficult and costly to purchase adequate insurance coverage
under a directors' and officers' liability policy, (2) that
lawsuits are proliferating against Boards of Directors and
members thereof by individuals, groups, associations and other
corporations that perceive Boards of Directors and their members
as easy targets to recover monies, and (3) that, as a result
thereof, it is difficult to retain and to have qualified persons
accept seats on the Boards of Directors of corporations due to
this exposure to liability for actions while members of Boards of
Directors; and

     BE IT FURTHER RESOLVED, that the Board of Directors takes
further notice of the Directors' Liability Act that was recently
enacted by the General Assembly of the Commonwealth of
Pennsylvania to ameliorate the aforesaid difficulties to
corporations and personal liability exposure to members of Boards
of Directors; and

     BE IT FURTHER RESOLVED, that, in accordance with the
Directors' Liability Act, the Board of Directors of this
corporation hereby adopts, ratifies and approves amendments to
the By laws of the corporation to read as follows:


                            Article 23

            INDEMNIFICATION OF OFFICERS AND EMPLOYEES

     Section 23.1   The Corporation shall indemnify any officer
and/or employee, or any former officer and/or employee, who was
or is a party to, or is threatened to be made a party to, or who
is called to be a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was an officer and/or employee of the
Corporation, or is or was serving at the request of Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and acted
in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.

     Section 23.2   The Corporation shall indemnify any officer
and/or employee, who was or is a party to, or is threatened to be
made a party to, or who is called as a witness in connection
with, any threatened, pending or completed action or Suit by or
in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person is or was a
director, officer, and/or employee or agent of another
Corporation, partnership, joint venture, trust or other
enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of, or serving
as a witness in, such action


<PAGE>

or suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and except that no indemnification shall be made in
respect of any such claim, issue or matter as to which such
person shall have been adjudged to be liable for misconduct in
the performance of his duty to the Corporation.

     Section 23.3   Except as may be otherwise ordered by a
court, there shall be a presumption that any officer and/or
employee is entitled to indemnification as provided in Sections
23.1 and 23.2 of this Article unless either a majority of the
directors who are not involved in such proceedings
("disinterested directors") or, if there are less than three
disinterested directors, then the holders of one third of the
outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such
determination in writing to the Secretary of the Corporation.  In
such event the disinterested director(s) or, in the event of
certification by shareholders, the Secretary of the Corporation
shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to
whether or not the parties involved are entitled to
indemnification under Sections 23.1 and 23.2 of this Article.

     Section 23.4   Expenses incurred by an officer and/or
employee in defending a civil or criminal action, Suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in
the manner provided under Section 23.3 of this Article upon
receipt of an undertaking by or on behalf of the officer and/or
employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation.

     Section 23.5   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as an officer and/or employee and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be an officer and/or employee and shall
inure to the benefit of the heirs, executors and administrators
of such a person.

     Section 23.6  The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.

     Section 23.7   The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was an officer and/or employee of the Corporation, or is or was
serving at the request of the Corporation as an officer and/or
employee of another Corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.

     Section 23.8   Indemnification under this Article shall not
be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

     Section 23.9   No amounts shall be payable by the
Corporation (or any of its subsidiaries that have a provision in
their by laws similar to this Section 23.9) to any person under
this Article 23 (or under such similar provision) unless prior to
any such payment the Corporation and its applicable subsidiary
shall have received a written opinion from its counsel that the
payment

                             (2)

<PAGE>

of any such amount will not constitute an unsafe or unsound
banking practice. Counsel for the Corporation and its applicable
subsidiary may consult and seek advise from the appropriate
banking supervisory agency before issuing such opinion.


                            Article 24

                   INDEMNIFICATION OF DIRECTORS

     Section 24.1   A director of this Corporation shall stand in
a fiduciary relation to the Corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believed to be in the best interests of
the Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances.  In performing his duties,
a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:

     (a)  One or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and
competent in the matters presented.

     (b)  Counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such person.

     (c)  A committee of the board upon which he does not serve,
duly designated in accordance with law, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.

     A director shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that
would cause his reliance to be unwarranted.

     Section 24.2   In discharging the duties of their respective
positions, the board of directors, committees of the board, and
individual directors may, in considering the best interests of
the Corporation, consider the effects of any action upon
employees, upon suppliers and customers of the Corporation and
upon communities in which offices or other establishments of the
Corporation are located, and all other pertinent factors.  The
consideration of those factors shall not constitute a violation
of Section 24.1.

     Section 24.3  Absent a breach of fiduciary duty, lack of
good faith or self dealing, actions taken as a director or any
failure to take any action shall be presumed to be in the best
interests of the Corporation.

     Section 24.4  A director of this Corporation shall not be
personally liable for monetary damages as such for any action
taken or for any failure to take any action, unless:

     (a)  the director has breached or failed to perform the
duties of his office under the provisions of Sections 24.1 and
24.2, and

     (b)  the breach or failure to perform constitutes self
dealing, willful misconduct or recklessness.

     Section 24.5  The provisions of Section 24.4 shall not apply
to:

                             (3)

<PAGE>

     (a)  the responsibility or liability of a director pursuant
to a criminal statute, or

     (b)  the liability of a director for the payment of taxes
pursuant to local, state or federal law.

     Section 24.6   The Corporation shall indemnify any director,
or any former director who was or is a party to, or is threatened
to be made a party to, or who is called to be a witness in
connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys, fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo  contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.

     Section 24.7   The Corporation shall indemnify any director
who was or is a party to, or is threatened to be made a party to,
or who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer and/or
employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against amounts paid in
settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if
he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation
and except that no indemnification shall be made in respect of
any such claim, issue or matter as to which such person shall
have been adjudged  to be liable for misconduct in the
performance of his duty to the Corporation.

     Section 24.8   Except as may be otherwise ordered by a
court, there shall be a presumption that any director is entitled
to indemnification as provided in Sections 24.6 and 24.7 of this
Article unless either a majority of the directors who are not
involved in such proceedings ("disinterested directors") or, if
there are less than three disinterested directors, then the
holders of one third of the outstanding shares of the Corporation
determine that the person is not entitled to such presumption by
certifying such determination in writing to the Secretary of the
Corporation.  In such event the disinterested director(s) or, in
the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the
outside general counsel of the Corporation, a written opinion as
to whether or not the parties involved are entitled to
indemnification under Sections 24.6 and 24.7 of this Article.

     Section 24.9   Expenses incurred by a director in defending
a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided under
Section 24.8 of this Article upon receipt of an undertaking by or
on behalf of the director, officer and/or employee to repay such
amount if it shall ultimately be determined that he is not
entitled  to be indemnified by the Corporation as authorized in
this Article.

                             (4)

<PAGE>

     Section 24.10   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under any
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity while
serving as a director and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 24.11  The Corporation may create a fund of any
nature, which may, but need not be, under the control of a
trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.

     Section 24.12   The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was a director or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article.

     Section 24.13   Indemnification under this Article shall not
be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.

     Section 24.14   No amounts shall be payable by the
Corporation (or any of its subsidiaries that have a provision in
their by laws similar to this Section 24.14) to any person under
this Article 24 (or under such similar provision) unless prior to
any such payment the Corporation and its applicable subsidiary
shall have received a written opinion from its counsel that the
payment of any such amount will not constitute an unsafe or
unsound banking practice. Counsel for the Corporation and its
applicable subsidiary may consult and seek advice from the
appropriate banking supervisory agency before issuing such
opinion.

and,

     BE IT FURTHER RESOLVED that present Articles 24 through 33
be renumbered Articles 25 through 34 respectively after the
approval and adoption of the aforesaid Articles 23 and 24 by the
shareholders; and

     NOW, THEREFORE, BE IT RESOLVED, that the aforesaid Articles
23 and 24 are to be submitted to the shareholders of this
Corporation for their approval at the Annual Meeting of
Shareholders to be held on March 17, 1987, and that the
appropriate officers of the Corporation be and are hereby
authorized, empowered and directed, in the name and on behalf of
this Corporation, to take such action as may be necessary or
desirable to carry out the intents and purpose of the foregoing
resolutions.

     IN TESTIMONY WHEREOF, hereunder are set our hands and seals
this 3rd day of February, 1987.


                                FIRST KEYSTONE CORPORATION


                                By: /s/ J. Gerald Bazewicz
                                J. Gerald Bazewicz
Attest:                         President

/s/ Arthur E. Arndt Jr.
    Arthur E. Arndt Jr.
    Secretary


(CORPORATE SEAL)

                               (5)


<PAGE>

                    FIRST KEYSTONE CORPORATION

            Amendment to By-laws re Director Emeritus


     Section 10.6   The Board of Directors may appoint a former
member of the Board of Directors of the Corporation as a director
emeritus.  A person appointed as a director emeritus shall serve
for a three year term.  A director emeritus may be appointed by
the Board of Directors to serve for successive terms.  A director
emeritus shall not be a member of any standing or special
committee of the Corporation.  A director emeritus shall not have
the right to vote on any matter that is presented to the Board of
Directors.  A director emeritus may attend all regular and
special meetings of the Board of Directors and shall be paid a
fee for such attendance equal to one half the current fee paid to
a director for attendance at such meetings.  There is no age
limit as a disqualification to serve as a director emeritus.



Adopted March 17, 1987


<PAGE>


                    FIRST KEYSTONE CORPORATION

             Amendment to By-Laws re:  Annual Meeting


     Section 2.2   The annual meeting of the shareholders shall
be held on the third Tuesday in April in each year if not a legal
holiday, and if a legal holiday, then on the next full business
day, when they shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.


Adopted November 21, 1989